Ultra spiderman and Thundercats v2
by Autobot Pikachu
Summary: V2 of this story
1. Chapter 1

_Spiderman is becoming the Ultra Spiderman. He and his friends meet a new girl a hero in training who was found by Nick passed out on the beach with little to no memory. Soon the girl turns Loki from bad to good. This girl knows some very amazing heroes from another dimension of earth. Now what will happen._

chapter 1 Hannah the girl who can change hearts

Spiderman saw there was a new girl at shield she was wearing a strange bracelet. "Spiderman this is Hannah I am making her your responsibility." Nick said.

"Okay," Spiderman said.

Thor was around he was looking for his brother Loki. "Loki has been causing problems." Thor said.

"Was Loki always bad?" Hannah asked.

"No, he wasn't when he was little we were really close. But something happened when we got older and he just wanted to be in control of everything." Thor said.

"Maybe he feels inferior to you," Hannah said.

"Loki never feels inferior." Thor said.

Hannah just sighed and they went into town where Loki was causing mischief. Hannah felt pain in Loki's heart and using her ability to connect with hearts and minds she did that with Loki. "What are you doing?" Thor asked.

"I am connecting with Loki's mind and heart." Hannah said.

Loki saw Hannah in his mind and she heard his thoughts how Loki wished to be strong and brave like Thor how to be loved like him and how he felt to different. "Loki I know how it feels trust me you are not alone I know you can be good." Hannah said.

"How can I be good? I have been bad for so long!" Loki said.

"I know you can do it, just focus on the good qualities you have what your powers can do that bring good." Hannah said.

Then a light surround Hannah and Loki. "What's going on?" Thor asked.

Loki remember all his good memories as a child with his brother and all he did to help his people and all the laughs he had a with his brother. Then there was bright flash and Hannah was now holding Loki's hand. "Thank you Hannah, you are amazing thanks for talking to me, how did you do that?" he asked.

"I don't know from what I can remember from when I first woke up here I could do that, but knowing you and how you felt after all you been through I understand that you will continue to grow." Hannah said.

"Hannah what did you do in that light?" Thor asked.

"That happen when I use powers before when I used on an evil being but only once, the other times the evil being ran off and broke it off leaving me in bad state of shock it took me days to recover. But that one time that one bad person turned to good." Hannah said.

"You think you succeed with him?" Spiderman asked.

"I don't know but we can only find out if he does something good without starting the problem." Hannah said.

They saw something it was Le leap. "Oh no not him again." Spiderman said.

"You know that french bulldog?" Hannah asked.

"Yes, he is crafty one." Spiderman said.

Loki tried to help but only made a mess which allowed Le leap to escape. "OH great I can't do good right," Loki said.

"It was an honest mistake." Hannah said.

They took Loki back to shield where he was handcuffed to a bed. "Come on I used my power and it worked so give him a chance." Hannah said.

"I admit Loki did try to help." Thor said.

"True but he caused damage to the city." Nick said. "But will give him one chance if he does something evil or wrecks the city I will have Thor take him back to Asgard." he said.

"Understood." Thor said.

"Okay then I want all of you to keep an eye on him," Nick said.

They went into the city to patrol. "Okay, we keep an eye out for trouble right?" Loki asked.

"Right and be careful remember what Nick said no destruction." Spiderman said.

There was an alarm bell. "Look it's Grizzly he has this high tech bear suit." Spiderman said.

They went down to stop him. "Loki I think it is best if you just watch okay little brother?" Thor said.

"Fine I guess I better see how it is done." Loki said.

Hannah was trying to help by throwing rocks she knew it would be a bad idea to use her power again it needed time to recharge. Grizzly got thrown back into the alley. "Hey where did he go?" Hannah asked.

Then Grizzly showed up behind Hannah the others didn't see but Loki did. Loki used his magic and got in the dark hit Grizzly in the back with his staff and held him still with magic. "Loki." Hannah said.

"Good work little brother," Thor said.

Spiderman then webbed up Grizzly and Loki used his magic to repair the damage Grizzly caused to the store.

They went back to shield. "Loki saved me and he repaired the damages Grizzly caused." Hannah said.

"Yes and he did it without breaking the deal." Spiderman said.

"I say he did a good job." Thor said.

"Fine he can stay, but he you three's responsibility!" Nick said.

"Well I guess I need to get use to this hero thing," Loki said.

"Yep," Hannah said.

"I hope we don't get more than we bargained for," Spiderman said.

"I hope you know you have behave here so try to keep your mischievous jokes on the down-low." Thor said.

"Okay," Loki said.

Meanwhile certain friends were looking for Hannah.

To be continued.


	2. Chapter 2

chapter 2 the lord of the Thundercats

Spiderman and his friends were outside investigating something strange it was a weird looking symbol. "I feel like I've seen this before and I can read it. It says cats of third earth join to fight on coming evil." Hannah said.

Then a large stone giant appeared. "WHOA!" everyone said.

Then another form appeared it was a humanoid lion. The Stone giant broke apart due to falling into the river and something floated up an land on the bank. "Who are you?" Thor asked.

"I am Lion-o lord of Thundercats," Lion-o said. "I come from a planet called Thundera but I settled on this planet in alternate timeline and dimension where I come from this place is called Third earth." he said.

"How did you get here?" Iron fist asked.

"I know only one who can do this," Lion-o said.

"It wasn't me," Loki said.

"You are not who I meant." Lion-o said.

"Who Merlin?" Nova asked.

White tiger gave him an elbow.

"Mum-Ra the immortal mummy wizard a servant to the ancient spirits of evil he will stop at nothing to destroy the Thundercats." Lion-o said. "Okay now using this tech Panthro came up with we can go to Third earth and I bet you will be surprised by what you see." he said.

They arrived on third earth. "Here we are," Lion-o said.

"Boy sure is a nice place." Power man said.

"Yes and there are a lot of amazing creatures that live here." Lion-o said. "Like Robear Berbils, Bolkins, Wollos, Unicorns, Giants, Stone Giants, Giantors, Trollogs, Talbots, Tuskas, the warrior maidens and many animals." he said.

The sword came to life. "Danger!" Lion-o said. The grabbed the sword. "Sword of omens give me sight beyond sight!" he said. He saw The mutants they had Snarf cornered. "The mutants they have Snarf cornered." he said.

"Who are these mutants?" Loki asked.

"Warriors from the planets of Plun-darr and they have a thirst for power and won't stop at nothing to stop the Thundercats from doing good." Lion-o said. "They even sometimes help Mum-Ra with his schemes." he added.

Lion-o and the others found Mum-Ra and prepared to fight. Cheetara had told Loki that in his heart he had the magic to defeat Mum-Ra at his own game so he had to be ready to fight.

Loki started to use his sorcery and sent Mum-Ra retreating when Loki did a reflecting spell. "I wonder why that scared him off?" Thor asked.

"Yeah I know I am good a magic but not that good," Loki said.

"Mum-Ra saw his reflection in your reflecting spell. The only thing Mum-Ra can't stand." Lion-o said.

Panthro gave them gear so they call them if need be and they can help them if need be.

They went home.

"That was cool." Hannah said.

"Yeah." Nova said.

To be continued.


	3. Chapter 3

chapter 3 who I really am

Hannah had just turned seventeen and she was now getting along fine with her Thundercats friends. They saw them on a normal basis. But Hannah felt a little weird now. She touched her arms and she felt fuzz all over them. "This is weird," she said.

She opened her mouth and saw sharp canine teeth appearing. "Oh my, this is getting freaky," Hannah said.

"What is getting freaky?" Loki asked.

"Look I am getting fur! And claws and canine teeth like a cat!" Hannah said. "What is happening to me?" she asked.

Loki took a look. "You're right," Loki said.

"Yes, What am I going to do?" Hannah asked.

"I can probably find out what is wrong," Loki said. He began doing research in with his magic Hannah allowed him to take a sample of her hair. The others saw what was going on with Hannah.

"I found out what is wrong," he said.

"Did you find out what is wrong with Hannah?" Iron fist asked.

"Yes, Hannah is not a human but a Thunderian when she arrived here as a young child she took the form of a human and now she is taking her true form as a Thunderian it shows here that happens when they are a teenager in their late teens or early teens. A Thunderian is taking over her body." Loki said. "I know who can help," he said.

He went to Third earth and got Lion-o.

"Hannah we can help with your transformation." Lion-o said.

Lion-o helped Hannah with the sword of omens and their stood a white lioness Thunderian in place of the human. "I remember everything even my own name my name is Liosia." she said. "Thank you all of you for your help," she said.

"No, problem you help us," Loki said.

"Now we can focus on the save the world thing." Spider-man said.

"Yes,and I have Mum-Ra to worry about back home," Lion-o said.

Lion-o went back home to third earth and offered to take Liosia with him but she wished to stay with her friends a bit longer.


	4. Chapter 4

chapter 4 the asgardian hero of third earth

Today they got a call from Lion-o. "We need your help the wollos are having a problem that Loki's sorcery can solve." Lion-o said.

"We are on our way." Spiderman said. "Guys looks like we are headed for third earth." he said.

They found themselves in the tiger shark village. "See this, Mum-Ra is having the mutants to cause a lot of trouble we must help them," Tygra said.

"Yes or we will have more trouble." Cheetara said.

"I will help in any way that I can," Loki said.

"Good, we must start by working on this," Cheetara said.

They began to help the wollos and Mum-Ra appeared and attack. Loki and came forward and used his sorcery. "Stop Mum-Ra you will not harm these wollos and take away all they have, I will protect my friends and these innocents." Loki said.

"I will make you feel useless, Loki you will know what it is like to feel helpless." Mum-Ra said. He cast an ancient spell that the ancient spirits gave him and it hit Loki.

"Argh!" Loki groaned.

Mum-Ra escaped after that. "Loki are you alright?" Thor asked.

"Thor I can't see, I'm blind!" Loki said. Loki was blind his eyes were white.

"Loki we are here." Lion-o said.

They went to find help. A wollo came up. "My friend the wand has healing powers he he lives in the marsh of hope we just have to go find him, I know where he lives in it," he said.

"Hold on to me brother," Thor said.

"I will," Loki said.

They were looking in the marsh and went into a cavern. "This is my friend I thought you would be exploring here looking for healing moss." the wollo said.

"Good to see you what's going on?" he asked.

"A friend from an alternate time line needs help he defended the wollo village from Mum-Ra and needs to be healed." the wollo said.

The man took a look. "What happened?' the man asked Loki.

"I was fighting to protect the wollos and my friends and Mum-Ra cursed my eyes." Loki said.

"The magic is strong, but my wand can heal you, because of the healing jewel on top. It will absorb the sun's rays and I will reflect them into your eyes. It will bring back your sight," he said. Suddenly a cave in started and the man was badly hurt.

They came out of the cave. "What are we going to do there will probably be enough power to heal one of you," White tiger said.

"I know I need my eyes but this man needs to live more than I need to see. So he deserves to live!" Loki said and used the power of the scepter to heal the man.

"Thank you Loki," the wollo said.

Then the wand and the sword of omens granted Loki stronger magically abilities as reward for being selfless and sacrificing his sight.

the man took a look. "The spell is strong but Loki because you have stronger magic now you can heal yourself. You can feel stuff all around you just magically charge some thing and put it on your eyes." he said.

Loki grabbed some mud and magically charged it and placed it on his eyes. Then wiped it off and opened them his eyes were once again an emerald green.

"Loki I am proud of all that you did today brother you are becoming a fine hero," Thor said.

"Thanks brother I have good teacher," Loki said. Then the brothers hugged.

The heroes returned to earth bidding the Thundercats farewell until next time.


	5. Chapter 5

chapter 5 the battle within a heart

By the time they returned to shield Loki felt sick. "Loki I am very proud of you today brother, you are starting to become a fine hero," Thor said.

Loki gripped on to a table. "I feel strange," he said. Then he collapsed.

"Loki!" Thor said and rushed to his aid.

Loki was laying in his bed with everyone looking at him concerned. "I can tell this is not a physical ailment. Loki is having a fight between good and evil within his heart. If the good Loki triumphs he will be the great hero he is meant to be." Iron fist said.

Thor kept a watch by Loki's bedside. Loki opened his eyes and saw Thor wiping his forehead. "You are burning up brother." Thor said.

"I'm thirsty." Loki said.

Thor grabbed a glass and brought it to Loki's lips. Loki drank two large gulps of water. Then he was once again laying in bed again. He rolled over and started to cough. He fell asleep.

Loki began to dream.

 _Loki was in the palace of Asgard. There were two mythical creatures were with him. One was a dragon that represented an evil being and a Storm bird the represented his brother Thor. He was reading a book. "It is getting late prince Loki will you be retiring soon?" the dragon asked._

 _"But I'm not sleepy." Loki stated._

 _"Just go to sleep," the dragon said._

 _"Loki don't trust the dragon!" the storm-bird said. The storm-bird was aware of the dragon's intentions._

 _"He's just being over concerned, just go to sleep." the dragon said._

 _The storm-bird came towards Loki. "Loki trust me you must get out of here because you are in serious danger!" the storm-bird said._

 _Then everything became very dark. Then the storm-bird disappeared. Then dragon appeared. "Sleep just like your mother!" it said attacking._

Loki groaned and gripped the bed. Thor soon fell asleep too.

Loki began to dream again. He saw himself as a horrid frost giant from his cursed birth. He gasped woke up and saw his asgardian skin. He sighed and laid back down.

The next day everyone was up. Nova made oatmeal and Loki came in. "Hey Loki glad to see your feeling better." Thor said.

"What's cooking?" Loki asked.

"Oatmeal it's an earth food, I don't know if you'll like it," Nova said.

"I don't mind trying new food." Loki said and tried some. "Not bad, you are a wonderful cook," he said.

Loki was now a wonderful new person.


End file.
